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ISDA Definitions 1999 Contd.

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[Source: Report of RBI Working Group on Credit Derivatives]

ISDA Credit Derivatives Definitions 1999

47. The under-mentioned definitions are sample definitions that merely seek to illustrate possible definitions. These definitions may be different for different trades. The International Swaps and Derivatives Association, Inc. (ISDA) has provided definitions1 of terms used in such agreements. Some of the important terms are:

Reference Entity:
Reference Entity means each entity specified as such in the related Confirmation and any Successor. A Reference Entity can be a single name or a basket of names. It can be a Corporate, Institution or a Sovereign Entity. A Reference Entity may be one as principal or as a guarantor.

Reference Obligation
Reference Obligation means any obligation specified as such or of a type described in the related Confirmation (if any are so specified or described) and any Substitute Reference Obligation.

Credit Event
means with respect to a Credit Derivative Transaction, one or more of Bankruptcy, Failure to Pay, Obligation Acceleration, Obligation Default, Inconvertibility, Repudiation/ Moratorium or Restructuring, as specified in the related Confirmation. If an occurrence would otherwise constitute a Credit Event, such occurrence will constitute a Credit Event whether or not such occurrence arises directly or indirectly from:

  1. any lack or alleged lack of authority or capacity of a Reference Entity to enter into any Obligation,

  2. any actual or alleged unenforceability, illegality, impossibility or invalidity with respect to any Obligation, however described,

  3. (c) any applicable law, order, regulation, decree or notice, however described, or the promulgation of, any change in, the interpretation by any court, tribunal, regulatory authority or similar administrative or judicial body with competent or apparent jurisdiction of any applicable law, order, regulation, decree or notice, however described, or

  4. (d) the imposition of, or any change in, any exchange controls, capital restrictions or any other similar restrictions imposed by any monetary authority, however described.

Obligation
Obligation means each obligation of each Reference Entity (whether as principal or surety or otherwise) described by the Obligation Category and the Obligation Characteristic specified in the related Confirmation.

Deliverable Obligation
Deliverable Obligation means any Obligation of a Reference Entity determined pursuant to the method described in the related Confirmation that is payable in an amount equal to its outstanding principal balance or Due and Payable Amount, as applicable, and is not subject to any counterclaim, defense or right of setoff by a Reference Entity; each Reference Obligation unless specified in the related Confirmation as an Excluded Deliverable Obligation and any other obligation of a Reference Entity specified in the related Confirmation. A Deliverable Obligation may be wider in scope than the Reference Obligation. The Reference Obligation determines the rank of each Deliverable Obligation.

For further details, refer "1999 ISDA - Credit Derivatives Definitions"

Credit Event Definitions
If an occurrence would otherwise constitute a Credit Event, such occurrence will constitute a Credit Event whether or not such occurrence arises directly or indirectly from

  • any lack or alleged lack of authority or capacity of a Reference Entity to enter into any Obligation,

  • any actual or alleged unenforceability, illegality, inconvertibility, impossibility or invalidity with respect to any Obligation, however described,

  • any applicable law, order, regulation, decree or notice, however described, or

  • the imposition of, or any change in, any exchange controls, capital restrictions or any other similar restrictions imposed by any monetary or other authority, however described.

Bankruptcy
means a Reference Entity: is dissolved (other than pursuant to a consolidation, amalgamation or merger),

  • becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due,

  • makes a general assignment, arrangement or composition with or for the benefit of its creditors,

  • institutes or has instituted against it a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition

  • results in a judgement of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or

  • is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof,

  • has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger),

  • seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets,

  • has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter,

  • causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii) (inclusive), or

  • takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Obligation Acceleration.
"Obligation Acceleration" means one or more Obligations have become due and payable before they would otherwise have been due and payable as a result of, or on the basis of, the occurrence of a default, event of default or other similar condition or event (however described), other than a failure to make any required payment, in respect of a Reference Entity under one or more Obligations in an aggregate amount of not less than the Default Requirement.

Obligation Default
means one or more Obligations have become capable of being declared due and payable before they would otherwise become due and payable as a result of, or on the basis of, the occurrence of a default, event of default, or other similar condition or event (however described), other than a failure to make any required payment, in respect of a Reference Entity under one or more Obligations in an aggregate amount of not less than the Default Requirement.

Failure to Pay
means, after the expiration of any applicable (or deemed) Grace Period (after the satisfaction of any conditions precedent to the commencement of such Grace Period), the failure by a Reference Entity to make, when and due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations.

Repudiation/Moratorium
means a Reference Entity or Governmental Authority (a) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, one or more Obligations in an aggregate amount not less than the Default Requirement, or (b) declares or imposes a moratorium, standstill or deferral, whether de facto or de jure, with respect to one or more Obligations in an aggregate amount of not less than the Default Requirement.

Restructuring
means that, with respect to one or more Obligations, including as a result of an Obligation Exchange, and in relation to an aggregate amount of not less than the Default Requirement, any one or more of the following events occurs, is agreed between the Reference Entity or a Governmental Authority and the holder or holders of such Obligation, or is announced (or otherwise decreed) by the Reference Entity or any Governmental Authority in a form that is binding upon the Reference Entity, and such event is not provided for under the terms of such Obligation in effect as of the later of the Trade Date and the date as of which such Obligation is issued or incurred:

  • a reduction in the rate or amount of interest payable or the amount of scheduled interest accruals;

  • a reduction in the amount of principal or premium payable at maturity or at scheduled redemption dates;

  • a postponement or other deferral of a date or dates for either (A) the payment or accrual of interest or (B) the payment of principal or premium;

  • a change in the ranking in priority of payment of any Obligation, causing the subordination of such Obligation; or

  • any change in the currency or composition of any payment of interest or principal.

Notwithstanding the above, none of the following shall constitute a Restructuring with respect to any Obligation:

  • the payment in Euros of interest or principal in relation to an Obligation denominated in a currency of a Member State of the European Union that adopts or has adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union;

  • the occurrence of, agreement to or announcement of any of the events described in (i) to (v) above due to an administrative adjustment, accounting adjustment or tax adjustment or other technical adjustment occurring in the ordinary course of business, and

  • the occurrence of, agreement to or announcement of any of the events described in (i) to (v) above in circumstances where such event does not directly or indirectly result from a deterioration in the creditworthiness or financial condition of the Reference Entity.

  • If an Obligation Exchange has occurred, the determination as to whether one of the events described in (i) to (v) above has occurred will be based on a comparison of the terms of the Obligation immediately before such Obligation Exchange and the terms of the resulting Obligation immediately following such Obligation Exchange

Other Definitions relating to Credit Events:

Governmental Authority
means any de facto or de jure government (or any agency, instrumentality, ministry or department thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the Central Bank) of a Reference Entity or the jurisdiction of organization of a Reference Entity

Obligation Currency
means the currency or currencies in which the Obligation is denominated

Obligation Exchange
means the mandatory transfer (other than in accordance with the terms in effect as of the later of the Trade Date or date of issuance of the relevant Obligation) of any securities, obligations or assets to holders of Obligations in exchange for such Obligations. When so transferred, such securities, obligations, or assets will be deemed to be Obligations.

Payment Requirement
means USD 1 million or its equivalent in the currency in which an Obligation is denominated.

Default Requirement
means USD 10 million or its equivalent in the currency in which an Obligation is denominated.


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